Capital V #4 Creating a Hub for Innovation: Roundtable Venture Capital in Luxembourg
The magazine of the Luxembourg Private Equity
& Venture Capital Association
CREATING A HUB
VENTURE CAPITAL IN LUXEMBOURG
2 – capitalV – #4
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6 – capitalV – #4
FROM OFFICES IN CENTRAL AND EASTERN EUROPE, VENTURE
INVESTOR 3TS CAPITAL PARTNERS IS HELPING TO BUILD
TECHNOLOGY, MEDIA AND TELECOMS BUSINESSES THAT WILL
SHAPE THE FUTURE, SAYS MANAGING PARTNER PEKKA MÄKI.
WHERE ARE THE ORIGINS OF 3TS CAPITAL
Pekka: 3TS was originally established in 1999 when
three European investors decided to establish an
Eastern European fund. In the beginning 3TS focused
solely on Eastern European markets, but we have since
been fortunate to develop several international, globally
successful companies. We are on the way to becoming
an international technology investor with special focus
on our home markets in Eastern Europe and the German-
The key people at 3TS were all previously involved in
private equity and venture investments; their experience
is the backbone of our firm. The name originates from
the three founding partners: 3 for 3i plc., T for the team
WHAT IS THE INVESTMENT FOCUS OF 3TS?
Pekka: We are one of the leading private equity and
venture capital firms in Central and Eastern Europe,
including all the newer EU member states and neighbouring
countries such as Turkey. We have offices in Budapest,
Prague, Bucharest, Vienna, Warsaw and Istanbul, and
specialise in investing in the broader TMT sectors including
technology & internet, media & communications and
technology enabled services (“TMT”).
We mostly focus on growth funding for companies, which
have revenues in the millions of Euros, as well as buyout
investment. Although our offices are in Europe, we are an
international firm, with two thirds of our investments in
“global challengers” and one third in “local leaders”. We have
chosen to domicile our funds in Luxembourg.
AT THE FOREFRONT OF
“OUR AIM IS TO
Interview of Pekka Mäki, Managing Partner, 3TS Capital Partners
8 – capitalV – #48 – capitalV – #4
€300m. 3TS plans to continue to make TMT growth and
buyout investments in the future, typically making an
initial investment of between €2m and €8m plus
follow-on capital over time.
WHY HAVE YOU CHOSEN TO DOMICILE YOUR
GENERAL PARTNER STRUCTURE AND YOUR
FUNDS IN LUXEMBOURG?
Pekka: Over the past 10 years, Luxembourg has
developed into the prime choice for private equity and
venture funds. Our experience in the Grand Duchy with
our previous three funds has been overwhelmingly
positive, and over time we have become familiar with the
country’s financial environment. In addition, the choice
of Luxembourg is ideal for our international marketing
activities and is important for our global institutional LP
3TS HAS MADE SOME VERY SUCCESSFUL
Pekka: One notable investment has been LogMeIn, a
Hungarian software firm that offers cloud-based remote
connectivity services, and in which we were the first
institutional investor. We supported LogMeIn to move its
headquarters to Boston and after substantial growth
five years later to list on the NASDAQ as LOGM.
Avangate, a software e-commerce enabler from Romania
established itself in the Netherlands, set up its global
management team in the Silicon Valley and is now on
course to become a global leader in the sector. Although
these two companies and many others have already
been exited by us, we are proud to have played an
important role in their development.
WHAT ADDED VALUE DOES 3TS BRING TO ITS
Pekka: The feedback we receive from CEOs whose
companies we’ve helped bring to maturity has always been
about the way we handled the company’s needs. At 3TS we
believe that a successful investment is 50% money and
50% human capital, networks and support.
It’s about bringing in the right type of advisors and experts
to redefine a strategy, work on tactical planning and
executing the plans properly. We are a hands-on firm, not
just a passive financial investor.
AND WHERE ARE THE OPPORTUNITIES FOR THE
NEXT THREE YEARS?
Pekka: From our experience, opportunities in the TMT
universe take no account of borders. We find good software,
internet and services companies in every country – it doesn’t
matter where you are. Building a global internet business is
less capital-intensive than it was five or ten years ago. In the
last decade people have spent a fortune on physical
infrastructure - now you can simply rent the capacity you
need. This bodes really well for the future of 3TS - we can
continue to base our companies ́ core operations in Europe
but have sales offices spread across the world.
We see great opportunity in the development of software
for enterprises and media-orientated marketing services.
We are also focusing closely on healthcare technologies and
services, a sector in which software development is
The future of the TMT sector in CEE and indeed the world
at large is very bright and we’re excited to be at the forefront
of innovations that will shape the future.
#4 – capitalV – 9
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10 – capitalV – #4
IN THE YEAR 2000, RIGHT IN THE MIDDLE OF THE
TECH BUBBLE CRISIS, B-TO-V WAS FORMED, IN ST.
GALLEN, SWITZERLAND. THE IDEA WAS TO CREATE
A CROWDINVESTING PLATFORM WHERE YOUNG
START-UP COMPANIES, ANGEL INVESTORS AND
EMPLOYEES COULD MEET AND FIND EACH OTHER.
MAKING THE PRIVATE EQUITY
INDUSTRY ACCESSIBLE FOR
GIVEN THAT ANGEL INVESTORS USUALLY ACT
DISCRETELY AND TEND TO WANT TO SEE AND
MEET THE COMPANIES THEY INVEST IN, IS
CROWDINVESTING REALLY A GOOD IDEA?
Christian: at that time, the idea of a large, rather
anonymous platform was pushed back in favour of a
more focused investor circle, the so called b-to-v Circle
of Investors – entrepreneurial private investors that
were willing to invest but did not necessarily have the
time to analyse deal-flow themselves. So, over the
course of the last 14 years a network has built up
consisting of entrepreneurs, with deep industry
knowledge and willing to bring in their own network of
Since 2006 b-to-v has been active in Luxembourg via
two SICARs with ca. EUR 60m funds under management.
The aim of creating these funds was the investment into
young companies with lead investors of our b-to-v group,
including other institutional investors. The idea works
well: a group, working as a team, simply produces better
ideas and finally better investment results – the ultimate
goal of crowdinvesting.
Interview of Dr Christian Schütz, b-to-v partners AG, St Gallen
by Anja Grenner, LPEA member*
BUT IS THE MARKET MATURE ENOUGH FOR THIS
Christian: In terms of the due diligence you require
specialists who are able to judge if an idea and a company
has a potential to succeed. The “intelligence of the crowd”
is not a myth but reality, but how do you garner this and use
it effectively – this is an exciting topic. Crowdinvesting also
has a lot of potential from the standpoint of private investors.
At the same time – it may sound strange – private investors
who are not experienced with direct investments have to be
protected against themselves. Each investment has to be
backed by a professional. For example, b-to-v looks at up to
50 investment opportunities per week and has invested in
over 100 portfolio companies! The simple but logical
conclusion is that crowdinvesting only works in cooperation
with qualified investors.
IN PRACTICE – WHAT IS ALREADY OFFERED BY THE
Christian: In Israel and the US, Crowdinvesting platforms
such as OurCrowd or Angellist give capital-seeking
12 – capitalV – #4
One of the major issues today is also that those start-ups
that need considerable amounts of money, for example in
the biotech or medtech industries, do not get enough.
They require not only the initial investment but also
follow-on investments before returning cash to investors.
If these investments cannot be financed properly, early
exits, so called fire exits, are “pre-programmed” with low
returns. As this is often the case for institutional investors,
they shy away from venture capital investments.
Crowdinvesting platforms would be great for this, but
again, it needs professional investors to identify the
promising companies and lead the investments.
WHAT CAN B-TO-V BRING TO THE TABLE?
Christian: Firstly, we are a venture capital firm with a
track record of more than 10 years of venture capital
investments. Secondly, we are arguably the largest
private investor network in the EU today.
OUR CRITERIA ARE THE FOLLOWING:
1. Nonconstraining Equity financing must be possible
2. Not only first-round investments but follow-on
investment rounds must be able to be financed –
one-off investments in early-stage simply does not
work. This is why institutional investors have often
failed – they had no budget for follow-on
3. Professional structures need to be created where
investments of individuals can be done alongside
with professional investors
THESE CONDITIONS – HOW DO YOU PLAN TO PUT
THEM INTO PRACTICE? DO YOU HAVE ANY PLANS
ON THE CROWDINVESTING SIDE?
Christian: interestingly enough, in Luxembourg we have
found a good environment for crowdinvesting.
Entrepreneurs are not looking for hundreds of investors
– we have identified a structure to bundle investors so
that the entrepreneur has only one contact person. b-to-v
can bring the network of investors and good target
investments together. And via b-to-v, private investors
can co-invest with professional investors. Others do not
have a validated investor circle, in that sense b-to-v is
unique. Good investments attract professional investors,
who in turn attract smaller, less experienced investors –
they just need the lead of professionals.
And Luxembourg is open and able to learn. It is looking at
how crowdinvesting works in the US, with good conditions
for investments. Whether crowdinvesting in the classic
sense or not – there are many difficulties to be faced – the
standard contractual arrangements are not possible –
these are the issues to be discussed when setting up
such a structure and discussions are ongoing. So far, no
European regulator has been able to create a framework
that works – but we are positive that Luxembourg is on
the right track!
* Anja Grenner, Associate Director, EY Luxembourg
#4 – capitalV – 13
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#4 – capitalV – 15
“THIS IS A GREAT PLACE
TO TAKE A BUSINESS
FROM LOCAL TO GLOBAL”
CEO of Cross Seed
Partner at KPMG -
Diego De Biasio
CEO of Technoport,
the biggest incubator
Managing Director of
and business angel.
in Silicon Valley, arguably the start-up centre of the world.
What brought you to Luxembourg?
Alexander Rhea: Actually it was PwC, a major business
actor here in Luxembourg, which asked me to move here in
summer 2011 to head up and grow a new innovative project
of theirs, the PwC’s Accelerator. PwC’s Accelerator is in the
business of assisting fast growing innovative companies in
becoming global in scope, a major challenge if not the major
challenge for any innovative company. My dual background
of having invested both in Europe and in Silicon Valley was a
shoe-in for heading this challenging project, in a market just
waiting to be tapped into. In July 2014, together with PwC’s
assistance, I have set up New Angle Capital (NAC), a separate
entity from PwC, here in Luxembourg. NAC invests on behalf
of HNWI (high net worth individuals) and corporates into
private equity opportunities. Setting-up an investment house
here in Luxembourg was a natural next step for me after my
very enriching experience at PwC’s Accelerator. Being here
in the centre of Western Europe allows you to have a pan-
European approach to dealflow which is quite unique in this
business. Also Luxembourg, with such a concentration of
cultural diversity, really lends itself to supporting smaller
start-ups to go from a local/regional state to becoming a true
global corporation in just a few years. As this quick
internationalisation – taking successful ideas global –has
become one of today’s biggest challenges, Luxembourg has
definitely a card to play here.
Cross Seed Ventures in Luxembourg.
Thomas Hartwell-Krämer: Yes – I originally came to
Luxembourg several years ago to work for a Big4 firm, and
have subsequently set up Cross Seed Ventures. No-one has
mentioned yet the fact that Luxembourg has some very
attractive corporate and fund vehicles to structure
investments – that is indeed one of the things Luxembourg
is famous for – the investment fund environment – and rightly
so. It is relatively easy to set up a business in Luxembourg,
and in particular the back office, which is an advantage.
There are challenges though building a core team with the
necessary technical expertise – the country’s talent pool is
not currently overflowing.
Jane: Jean-Yves – you are a director of the Luxembourg
Business Angel Network and chairman of the board of The
Impactory, a coworking space and business incubator where
creative people come to share their knowledge, discuss
projects, ideas and learn from others. There are few people
in Luxembourg who are as involved in start-ups and VC as you
Jean-Yves Hergott: There is a lot of help available for start-
ups and entrepreneurs in Luxembourg. There are a number
of incubators, co-working spaces and support networks such
as The Impactory, the Technoport, or the Future Lab as well
as agencies such as Luxinnovation and the Luxembourg
Innovation Clusters initiative. We set up the Impactory to
bring together entrepreneurs, who would otherwise be sitting
at home trying to create and transform their ideas alone – the
co-working space and support that is available at The
Impactory allows entrepreneurs to network, test ideas, and
generally feel supported. That is a key for new start-ups. The
Impactory fills the initial gap, followed by organisations aiming
at more developed projects which are hoping to raise VC
finance. This kind of business may look to the Technoport for
support as well as towards programmes such as PwC’s
Accelerator or KPMG’s K-Start which offers pro bono
professional services support to young businesses.
16 – capitalV – #4
Alexander: Yes, but if I may, I can tell you that by experience
the top priority on any entrepreneur’s mind is to raise capital.
So unless Luxembourg can be seen as a destination where
obtaining some sort of local government or state backed
funding through either an incentive programme and/or a
matching programme, all these incubation programmes that
the Luxembourg scene has to offer will never know the
attractiveness they deserve.
Jane: Where do you see the challenges to the continued
development of Venture Capital in Luxembourg? Diego –
your experience shows that investors are generally coming
from outside the country and we know that investors often
want their portfolio companies “in their back yard” rather than
“on the other side of town” – Can you say that keeping our
successful start-ups in Luxembourg is not always easy.
Diego: yes and no – I believe that Luxembourg has still a lot
to offer and investors look also at that. We never completely
‘lost’ a company because of that – all those that got VC
money, even if from abroad, kept operations in Luxembourg.
The few ones that completely left the country where mainly
some of those that got acquired by foreign corporates after
they left the incubator – but this falls mainly under ‘normal
Alexander: At PwC’s Accelerator we were very much aware
of the various European jurisdictions Luxembourg is up
against. I know for instance that we were all very impressed
at Enterprise Ireland, a very determined government agency
when it comes to helping finance young fast growing
companies in Ireland and helping them in their
internationalisation effort. Anyone that goes on this agency’s
website cannot help notice the wealth of available financial
aid and fund matching programmes as well as coaching
programmes offered by this organisation. What is certain is
that Ireland has made attracting innovation from all over the
world to their country a top, if not the top government priority.
Luisa: It is interesting to see that Luxembourg does have the
Future Fund which should be officially launched in the coming
between the SNCI (Société Nationale de Crédits et
Investissements) and the EIF (European Investment Fund)
should contribute to reinforcing financing available for
promising local businesses and start-ups.
Alexander: The Future Fund is for sure a great step in the
right direction, but the game-changing step will be to attract
actual investors and/or investment teams here to
Luxembourg. And when I speak of investment teams being
located in Luxembourg, I mean having the entire decision
making team here in Luxembourg. Companies that come to
look for financing in Luxembourg should be able to speak to
no less than half a dozen funds. Why can’t we have our own
Sand Hill Road here in the Grand-Duchy? My opinion is that
such attraction can happen but will happen only through an
important incentive program – I am thinking about the
example of the FSI (Fond Stratégique d’Investissements) in
France – recently renamed BPI France – which now finances
on average 25% to 50% of the entire capital commitments
of all established French institutional venture capital/private
equity funds. Nobody disputes the fact that if France is
second only to the UK when it comes to VC activity in Europe,
it is thanks to the continued commitment of BPI France to
back VC/PE investment teams. As a VC firm operating
anywhere, it would be very attractive for me to move my
entire investment team to Luxembourg if I knew that the
Luxembourg government offered some sort of sponsoring
and/or matching program when raising my next fund.
Thomas: I absolutely agree with Alex – nothing like “lead
money” to make the rest of the money flow.
Jean-Yves: Beyond access to venture capital, there are also
some interesting tools which are used by our Silicon Valley
to serious pockets of angel money and/or crowdfunding
platforms which often include financing companies through
when still too small for VC funds. In Europe we still have much
catching up to do. For instance, seed investors are still too
rare and often too risk averse which results in many young
companies remaining too small for VC investors because
they do not generate enough revenues.
Alexander: That’s true – the environment in Silicon Valley
goes way beyond capital financing by VC funds. If you have
a great company in the making, everyone over there will
favour equity over cash. Employees, landlords, and all types
of service providers will all be open to taking equity rather
than all cash. Law firms in Silicon Valley are famous for
offering their services free or at reduced rates to start-ups
in exchange for equity. Also banks, funds, law firms,
consultants, and incubators regularly host events to promote
Executive at Allen &
Managing Partner at
New Angle Capital, venture
capitalist since 1995
projects, but I know that these require even higher
Jane: Do you think the concept of the 111 company – one
person, one day, one euro, will ever happen in Luxembourg?
Thomas: I certainly hope so – having a start-up friendly legal
system is key. There are already great vehicles and a few
more friendly to start-ups would be great.
Alexander: If I summarise my thoughts, Luxembourg is a
place with a great quality of life, high-end data centres, multi-
cultural workforce and some great initiatives supporting
entrepreneurs. Attracting more investment and reinforcing
support for innovation and entrepreneurship initiatives will
contribute to moving Luxembourg to the next level.
Jane: So watch out Silicon Valley – here comes Luxembourg!
“IT’S VERY INTERESTING
TO NOTE THAT
IN THE EU
interesting start-ups. This is a great way for start-ups to get
noticed by the community, polish their presentation skills,
meet corporates for potential partnerships, etc…It is like the
entire community is investing! That is an interesting concept.
Diego: What we also need is more involvement of bigger
corporations. Technoport has recently been accepted within
programs like the PayPal Start-up Blueprint program or the
Amazon Web Services program for start-ups. We also
became Network Partner for the Microsoft Bizspark
program. But these are global programs. What I would like to
see is other local and national big corporates connecting
more to the start-up environment to support their
development. This would add another layer to the overall
attractiveness of the startup environment in Luxembourg.
Jane: Thomas – you mentioned availability of talent as being
a potential issue.
Thomas: Indeed, universities are one of the greatest
sources of talent for start-up businesses. I know that
Luxembourg is slowly building the talent pool through the
Jeans-Yves: yes – the University of Luxembourg campus is
already a great place to source talent, albeit, still pretty small
for the moment. In countries like the Netherlands, VC
companies have offices near every university in order to be
able to pick the best talent – this is particularly prevalent in
places like the Netherlands.
Thomas: Sweden and Denmark as well….
Jane: It is not by chance then that Sweden, Denmark, as well
as Germany and Finland, are at the top of the EU Innovation
Union Scorecard – but what is really interesting is the fact
that Luxembourg is ranked 5th which is a great recognition
of the success stories related to the different
entrepreneurship initiatives we have.
Jane: What are the key sectors which will produce the next
great successes for Luxembourg? If I gave you a crystal ball,
what would you see for the future?
Diego: Luxembourg is getting more and more attractive –
we’ve had 84 applications in six months in 2014 and 23
dynamism among start-ups, entrepreneurs and other
organisations in Luxembourg. ICT remains the major sector
of application but we see that it touches different sectors
like life science or connected devices. We also have several
environmental projects, which is in line with the policy of the
government. Personally I also hope to see more industrial
. There are some great initiatives already in
Luxembourg supporting local start-ups to move
. Initiatives like the Technoport and The Impactory
as well as the multi-cultural environment and flexible
tool kit of corporate vehicles are contributing to
make Luxembourg a growing hub for innovation and
. The government should develop incentives for
venture capital firms, to attract more investment
teams here to Luxembourg.
. Talented individuals must be given a reason to set up
their business or to stay in Luxembourg. Lead money
. Luxembourg needs to send out a stronger message
that it is a very competitive place to be for
entrepreneurs with many advantages over other
#4 – capitalV – 17
20 – capitalV – #4
In the aftermath of the global financial crisis, Private Equity
players are facing a significant shift in industry dynamics.
They must address their reputation problems while
demonstrating their ability to create value in difficult market
conditions. Whilst the whole financial industry and the EU
commission are well advanced in their reflections on long-
term investments and investments in the “real economy”,
private equity firms are only beginning to seize the
opportunity to shift from a “traditional value creation model”
essentially based on financial return creation to a model
factoring ESG (environmental, social, governance) issues
throughout the investment process, from initial due
diligence through to exit.
Although the interest of PE houses for ESG integration
varies from indifferent to very enthusiastic, it is now
becoming clear that an increased number of PE players,
both GPs and LPs are now looking and applying ESG
integration, with the final aim of creating additional value to
their deals. The 2013 Pitchbook Private Equity ESG survey
notes that now almost 80% of LPs are expressing increased
concerns around ESG issues. It is Europe that is leading the
way with around 60% of LPs considering ESG issues before
committing to a new PE fund, as opposed to only 20% in
This trend is also notably reflected in the number of private
equity-focused firms that are signatories to the United
Nations Principles for Responsible Investment (“UN PRI”).
As of the end of 2013, there was more than 130 General
Partners (“GPs”) and more than 130 Limited Partners (“LPs”)
as members of the PRI Private Equity work stream of the
The drivers for such a craze can be articulated around four
. Increased Investors’ requirements:
long-term investors, such as pension funds, now
include specific ESG requirements in their mandate
putting pressure on investees;
. Fundraising differentiator:
demonstrating responsible investment practices may
be an asset in the competitive fundraising market;
. Improved risk management:
reputation risks and costs linked to an ESG-related
incident may be significant and negatively impact the
value of company;
. Cost-savings opportunities:
ESG initiatives may reduce the use of resources such
as power, water and fuel and therefore reduce bills’
Concretely, there are several ways to integrate ESG factors
into the investment chain. Several toolkits and checklists
have been developed by industry players1
to assist GPs
integrating ESG sector-specific analyses into their due
diligence process. Frontrunners engage with target
companies during the acquisition phase to help them set-up
an ESG programme. Some even jointly define specific ESG
indicators to measure and monitor the ESG performance of
the target companies they invest in.
1 A list of industry tools can be found in the publication by the UNPRI
« Integrating ESG in private equity – a guide for General Partners »,
THE GROWING ELEPHANT
IN THE PRIVATE EQUITY
Jane Wilkinson, LPEA Member*
#4 – capitalV – 23
The funding gap appears therefore to be systematically
resolving itself and is being increasingly filled by private
debt funds and other non-bank lenders, with significant
growth in the number of new market participants.
Insurance companies and pension funds, in search of
enhanced yield, have been increasing their exposure to
this sector but may well find that there are future
limitations imposed upon them as a result of Solvency
II. At a retail level, there is the growth in “crowdfunding”
or peer-to-peer services.
In the US market, these non-bank sources make up
nearly a quarter of SME and real estate finance and the
European market will likely follow this trend. Expectations
are that non-bank lenders will increase market share to
15% in the UK and around 8% in Europe over the next
few years. This figure may well be higher given that the
rate of bank deleveraging is hard to predict, evidenced
by 2013 sales of non-core loans by banks being 40%
higher than in 2012.
Debt fund managers will be encouraged about future
deal prospects from bank de-leveraging which may arise
after decisions are made in the wake of the Eurozone-
wide Asset Quality Reviews in September 2014, as well
as stricter Basel III capital requirements for banks and
resulting stress testing that is currently on-going.
As the number of private debt funds increases and
European economies strengthen and grow, the
competition in the market will continue to increase
across senior and junior lending opportunities as banks
become more interested in piecemeal lending to suitable
deals. The main result of this increased competition has
been the reduction in spreads for lenders and an increase
in leverage multiples. Whichever way these changes are
viewed in the market, it is clear that private debt funds
are now an established part of the financing landscape
and will continue to grow in importance.
A common trend in SME and real estate lending is for
private debt funds to provide a single ‘unitranche’ loan
to borrowers, i.e. not distinguishing between senior and
junior debt. Historically debt funds focused on a
particular tranche due to the nature of transactions i.e.
they provided junior debt under a bank’s senior loan in
sponsored real estate and LBO transactions or acquired
syndicated senior debt from banks. As private debt
funds have enabled the disintermediation of banks they
now focus on being a single lender to borrowers.
This single lender proposition came about as private
debt managers, particularly those who established their
funds post 2009, faced unexpected resistance from the
banks in allowing access to borrowers who needed
financing but where the banks were unable to lend. The
managers wrongly assumed that the banks would partner
with the asset managers to ensure the continuation of
finance to their corporate customers. Managers believed
that this would have been a good solution allowing banks
to maintain goodwill with their clients. However banks did
not want to form such partnerships fearing the transfer
of their banking relationship to the private debt funds.
Accordingly asset managers had to establish their own
origination platforms typically approaching corporate
advisors to gain distribution to target borrowers.
Today, these ‘unitranche’ asset managers are very
effective lenders with strong origination platforms, good
distribution and the ability to provide whole loan financing.
Sometimes such loans may be ‘split’ internally amongst
different funds managed by the manager to allow the
continuation of senior and junior fund strategies but we
are seeing an increasing trend in ‘direct lending’ funds. For
example ICG closed its first direct lending fund at €1.7bn,
Hayfin closed its first one at €2bn with a further €1bn
into managed accounts. GSO, Blackstone’s own debt
manager, now has $65bn under management and
continues to grow.
Interestingly, since the beginning of 2014, there is now a
trend where banks are actively approaching these asset
managers to partner with them to provide banking
services to borrowers such as hedging and short term
facilities such as RCFs. The relationship between banks
and asset managers remains dynamic.
FUND STRUCTURING - TRENDS AND
As the private real estate debt fund opportunity has
become more established, so the trends in structuring
those funds have become more evident. In practice, many
of the new structures remain closed ended private equity
style funds and resemble those of the mezzanine funds
raised during the early to mid-2000s. This is as a result
of the three main considerations applicable to fund
structuring, namely i) investor preference, ii) tax efficiency
and iii) regulatory considerations.
Apart from investors that have long seen sub-investment
grade debt as an opportunity, the recent and on-going
24 – capitalV – #4
low interest rate environment across Europe has seen an
increase in new investor types to the market in search of yield.
These new investors have differing requirements resulting in
a variety of fund structures in the past few years.
Investors usually prefer a fund domicile that is familiar to them
and also one that presents a stable economic and legislative
environment. Indeed, some of the larger investors have found
that the most advantageous and the most flexible solution is
to request a separately negotiated managed account
structure, wherein economic as well as operational terms,
including domicile, can be tailored specifically to that investor.
This typically takes the form or a single corporate entity
established in Luxembourg.
The key goal when structuring debt funds remains minimising
tax leakage within the core investment structure and any
feeder elements. It is important that this should include
as well as VAT on items such as management and advisory
is the mechanism by which income flows are able to pass from
underlying special purpose vehicles, used as asset holding
companies, to the top of the fund and ultimately the investors.
Luxembourg has proved to be the jurisdiction of choice for
those special purpose vehicles given the country’s
comprehensive list of nations with whom it has a double tax
Finally, the market should also note that the OECD’s Action
to acceptable fund structuring solutions in future. The OECD
is due to provide an update on this project later this year.
There are two main areas for real estate debt fund managers
to consider in terms of regulatory challenges, the Alternative
Investment Fund Managers Directive (“AIFMD”) and the
EU’s Shadow Banking “roadmap for tackling risks”
Under AIFMD, in order for the manager of a private debt
fund to qualify as an AIFM, that manager will need to be
responsible for portfolio and risk management. For these
purposes, it will need to evidence to the relevant regulator
that the individuals on the board of the manager (or general
partner where relevant) have the appropriate expertise in
relation to private debt or similar investments.
The EU’s stance on shadow banking and how exactly they
plan to regulate alternative providers of credit in future will
require attention. At this stage, expectations are that more
detailed reporting requirements will be required from fund
managers. Considerations around whether unregulated
funds such as the SLP are able to originate loans pursuant
to banking laws must be properly addressed during the
current period of uncertainty with appropriate legal advice
and open communication with the regulator.
The demand for non-bank financing will remain strong and
will likely increase in future with a move to the US model
where non-bank financing is much more prominent. Unless
there is a real shift in bank appetite, the need for private
debt funds will continue to grow.
As that market continues to grow, competition will increase
but the regulatory and operational requirements to run
these types of funds will also increase. The need to work
with lawyers, accountancy firms and specialized service
providers with the necessary experience and expertise will
be important to the successful launch of such funds.
* Nina Kleinbongartz, Director, Private Equity
* Phil Godley, Head of Debt
#4 – capitalV – 25
The AIFMD has divided non-European fund managers into
two categories: those large enough to spread the
implementation costs of a fully-fledged European operation
over a large number of products and those who cannot do
so. Most of the former are now taking full advantage of the
benefits of the distribution passport while the latter are –
often – still undergoing a cost-benefit analysis to determine
the best distribution strategy for them.
Potential strategies include:
. relying on private placement rules (for as long as
. the set-up of de-minimis structures
. the use of platforms
. “rent” an AIFM.
We discuss these options in this article in the context of
phase I of AIFMD’s implementation ending 2015, or any
later point in time if and when the passport is extended to
non EEA managers.
PRIVATE PLACEMENT REGIME
Some non-European fund managers targeting a limited
number of European jurisdictions prefer to keep the non-
European structure they are familiar with and to market it
on the basis of the private placement regime. Article 42
AIFMD sets out the minimal requirements for such regimes
which has been gold-plated in a large number of jurisdictions
(although not Luxembourg), notably to impose a custodian
to the AIF.
Non-European managers that seek to employ a private
placement scheme will at least need to:
. update disclosure documents to ensure that the
minimum information requirements are met (readers
should note that such information must include a
complete disclosure of preferential treatments
granted to some of the investors, eg. via side letters);
. update investors on a regular basis (more relevant for
hedge funds than for private equity/venture capital
. file information on a regular basis with all regulators of
the EEA jurisdictions in which they market a fund;
. ensure that a memorandum of understanding exists
between (i) the fund jurisdiction’s regulator and all
regulators of the EEA jurisdictions in which the fund
will be marketed and (ii) the manager’s jurisdiction and
all regulators of the EEA jurisdictions in which the
fund will be marketed. In addition, tax exchange
information mechanisms in line with article 26 OECD
model convention have to be in place when phase II
. specific disclosure and strategy restrictions (ie. anti-
asset-stripping rules) applicable to investments in
non-listed EEA companies (particularly relevant for
private equity houses).
DE MINIMIS RULES
AIFMD contains de minimis thresholds (that is, EUR100m
including leverage or EUR500m for unleveraged funds with
Nicolas Fermaud, LPEA Member *
26 – capitalV – #4
Life in LuxembourgRegulatory
a minimum lock-up of five years) under which a manager is
subject to a fairly straightforward registration regime as
opposed to a fully-fledged authorisation regime.
It can be tempting for non-EEA managers to establish a
European AIF/AIFM structure with assets under
management (AUM) under the above mentioned threshold.
Indeed, while small AIFMs do not enjoy the benefit of the
passport, such structures could allow the non-European
fund manager to avoid:
1. the difficulties linked to the absence of an AIFMD
compliant cooperation agreement between relevant
2. being “dragged” into full AIFMD compliance because
such a manager manages an EEA AIF if and when
phase II starts; and
3. disclosing that manager’s compensation (as would
need to be done if marketing is undertaken in
accordance with article 42 AIFMD).
In this context, two anti-abuse provisions need to be
carefully looked at: the letter-box provision and the
aggregation with other structures sponsored by the same
While the letter-box anti-abuse provision should not, strictly
speaking, be applicable to sub-threshold structures, the
key is having the appropriate substance. Indeed, it is the
view in certain jurisdictions that portfolio management, risk
management and senior management are an inherent part
of the AIFM’s duties and should be performed (subject to
delegation possibilities) by the AIFM even in sub-threshold
structures. Non-compliant structures risk being prevented
from entering a particular jurisdiction and/or sanctions
imposed under local AIFMD implementation laws.
The second structural pitfall is whether or not the AUM of
that structure should be aggregated with the AUM of other
AIFMs “operated” by the same sponsor for the purpose of
measuring whether it meets the thresholds.
Indeed, the ambiguous wording of article 3.2 AIFMD:
“AIFMs which either directly or indirectly, through a
company with which the AIFM is linked by common
management or control, or by a substantive direct or
indirect holding, manage portfolios of AIFs whose assets
under management in total do not exceed (...)” may be
working as an anti-avoidance mechanism itself by
aggregating all AUM of a particular group.
The first difficulty posed by this wording, which was
rightfully pointed out during the legislative process, is that
it does not rely only on established European law group
concepts, but on an undefined concept of “linked by
common management”. Furthermore the word “through”
seems to indicate that the test is akin to the “piercing the
corporate veil” test in group structures.
The second uncertainty is that this wording seems to imply
that AUM can be aggregated between AIFMs. We doubt
that such reading is correct. A counter-argument to that
can be found in Article 2, 1(a) AIFMD Regulation, according
to which the AIFM must “identify all AIFs for which it is
appointed as the external AIFM or the AIF for which it is the
AIFM” and then aggregate values of the AIFs. There is no
express aggregation rule of AUM values between AIFMs
other than to clarify which AIFM integrates the value of
While practice (and possibly ESMA’s 2015 report) will bring
clarification, it seems, that for the time being, it would be
prudent for fund managers to take a conservative approach
when assessing whether the “regulatory veil” can be
Again, in that respect, having the appropriate level of
USE OF PLATFORMS
In this model, the non-EEA fund manager will only have a
mandate to manage assets that are allocated to a particular
compartment or sub-fund of a larger, already existing
platform, typically sponsored by a large credit institution.
The non-EEA fund manager will also be responsible for the
marketing of such compartment/sub-fund. White label
platforms have been popular with the hedge fund industry
where the portfolio management can be delegated to an
outside firm. For private equity structures where the
decisions are typically retained at board/GP level, this
model is probably less well-suited since the non EEA
manager is usually not entitled to seats at board/GP level.
28 – capitalV – #4
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30 – capitalV – #4
Life in Luxembourg
LOGISTICS & TRANSPORT
Putting the European distribution centre at the heart
The central location of Luxembourg turns out to be an ideal
and efficient distribution hub to the European market with
no less than 500 million consumers. Luxembourg confers
direct access to the major consumer markets and to a
wealthy population within an accessible range and
Tapping into larger markets thanks to a fast and
connected logistics network
Luxembourg’s Airport Cargo Centre is committed to safe,
efficient and speedy ground handling allowing jumbo
freighter planes to be compliant with customs and able to
unload at a record speed of as low as 90 minutes. What’s
more, its ideal location enables trucks to reach the open
road in a minute and any European city in twenty-four hours.
Developing added-value logistics activities
Luxembourg presents a unique value proposition in Europe
for high value services thanks to direct routes to more than
90 world destinations. Rapid goods and customs processing
ensure a fast delivery to European clients, specialised
service providers in high value, luxury and medical devices
goods and a favourable regulatory and tax environment.
Developing green logistics
The future of logistics is intimately linked with the
development of sustainable modelling and environmentally
friendly solutions. Since 2007, to comply with ecological
constraints, an innovative railway service in Europe has
been developed. It permits intermodal (road and freight)
transport without unloading between Bettembourg
(Luxembourg) and Perpignan (France).
No VAT prefinancing on imports
Importing goods into the EU generally triggers a VAT liability
in the country of importation, unless the goods are placed
under a specific suspensive customs regime. Most EU
countries ask for payment of the VAT due on import. In
Luxembourg, no cash payment of the VAT on import occurs.
Therefore, no cost is linked to the pre-financing of import
VAT in Luxembourg with minimum administrative burden.
Simplified administrative tasks with the fiscal
Since 1 January 2008, Luxembourg has introduced the
system of fiscal representation for VAT purposes. With this
particular system, foreign traders do not need a fixed
establishment in Luxembourg to import goods in the
country. They may use the service of a fiscal representative
that carries out the necessary VAT formalities and pays any
VAT due in Luxembourg on their behalf, without having to
obtain their own VAT number.
Toward a paperless environment
A paperless trade and customs environment has been
developed by Luxembourg Customs authorities, in
cooperation with the European Commission to reduce
pressure on administrative procedures and trade
Luxembourg is also taking part in the IATA e-freight project
that aims at removing the paper documents accompanying
air freight shipments by replacing them with electronic
car manufacturers based in Europe (like BMW, Daimler-
Chrysler, Fiat, Ford, PSA, Renault-Nissan, Toyota, VW, etc.)
use products that are “made in Luxembourg”. Automotive
components are also exported to assemblers in the USA
and in Asia.
Being in the prime location for Tier 1 and Tier 2 suppliers
Luxembourg’s highly competitive business environment is
particularly favourable for specialised Tier 1 and Tier 2
suppliers, which provide almost two-thirds of an average
car’s added-value. Luxembourg offers suppliers the ideal
strategic location. Close to 50 assembly lines of Original
Equipment Manufacturers (OEMs) in a radius of 600 km
allow relationships to sprout and collaboration to take place.
Setting up your European distribution centre
Luxembourg’s long-established routes across Europe help
optimise distribution performance by allowing being close
and therefore timely in your delivery to a multi-customer
base. All car manufacturers in France, Germany and the
United Kingdom, as well as assembly lines in Belgium and
the Netherlands, can be supplied from Luxembourg on a
same day delivery basis.
Benefit from Luxembourg’s research expertise
REA, a specialised department of the PRC Gabriel
Lippmann, intends “to be fully at the service of the world of
#4 – capitalV – 33
law is our art
the leading business
law firm in Luxembourg
more than 290 experts committed to legal excellence
34 – capitalV – #4
WHAT WHEN WHERE
LPEA Stockholm roadshow August 20, 2014 Stockholm
Istanbul Finance Summit September 15-16, 2014 Istanbul
Capital Creation September 8 – 10, 2014 Monaco
LPEA New York roadshow October 9, 2014 New York
BVCA Summit October 9, 2014 London
IFE-LPEA: Private Equity
Luxembourg October 21, 2014 Luxembourg
LPEA Board of Directors meeting October 27, 2014 Luxembourg
EVCA Venture Capital Forum November 6, 2014 Berlin
Super Investor 2014 November 18 - 21, 2014 Paris
ALFI: European Alternative
Investment Funds Conference November 25 – 26, 2014 Luxembourg
EVCA Investor’s Seminar December 2-4, 2014 Beijing and Seoul, Asia
German Private Equity Conference December 5, 2014 Frankfurt am Main
LPEA Munich roadshow December 2014 Munich
#4 – capitalV – 35
Quality Experience Innovation
From investment structuring to exit strategies
PE Fund Set-up
Structuring & Strategy
Merger & Acquisition
2, Place Winston Churchill / BP 425
Tel: +352 44 66 440 / Fax: +352 44 22 55
Hong Kong Office
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